ThZeal - The Zeal

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Morningstar^® rated The Gabelli Asset Fund Class AAA Shares 4 stars overall, 4 stars for the three and five year periods and 5 stars for the ten year period ended June 30, 2013 among 1,381, 1,381, 1,254, and 774 Large Blend funds, respectively. Morningstar Rating^TM is based on risk-adjusted returns.

For the six months ended June 30, 2013, the net asset value (“NAV”) per Class AAA Share of The Gabelli Asset Fund increased 13.6% compared with an increase of 13.8% for the Standard & Poor’s (“S&P”) 500 Index. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of June 30, 2013.


Average Annual Returns through June 30, 2013 (a) (Unaudited)								Since Inception (3/3/86)
	Six Months	1 Year		5 Year		10 Year		Since Inception (3/3/86)
Class AAA (GABAX)	13.59%		24.45%		8.25%		9.90%		12.30%
S&P 500 Index	13.82		20.60		7.01		7.30		9.94(d)
Dow Jones Industrial Average	15.22		18.82		8.61		7.92		11.14(d)
Nasdaq Composite Index	13.41		17.87		9.47		8.83		8.43(d)
Class A (GATAX)	13.59		24.45		8.25		9.90		12.30
With sales charge (b)	7.06		17.29		6.98		9.25		12.05
Class C (GATCX)	13.18		23.53		7.46		9.13		12.01
With contingent deferred sales charge (c)	12.18		22.53		7.46		9.13		12.01
Class I (GABIX)	13.74		24.77		8.52		10.05		12.36

In the current prospectus dated April 30, 2013, the expense ratios for Class AAA, A, C, and I Shares are 1.38%, 1.38%, 2.13%, and 1.13%, respectively. See page 15 for the expense ratios for the six months ended June 30, 2013. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A and Class C Shares is 5.75% and 1.00%, respectively.

(a) Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Performance returns for periods of less than one year are not annualized. Returns would have been lower had Gabelli Funds, LLC (the “Adviser”) not reimbursed certain expenses of the Fund for periods prior to December 31, 1988. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about these and other matters and should be read carefully before investing. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Dow Jones Industrial Average and the Nasdaq Composite Index are unmanaged indicators of stock market performance. Dividends are considered reinvested, except for the Nasdaq Composite Index. You cannot invest directly in an index. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares.

(b) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.

(c) Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

(d) The S&P 500 Index, Dow Jones Industrial Average, and Nasdaq Composite Index since inception performance results are as of
February 28, 1986.

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


	Beginning Account Value 01/01/13		Ending Account Value 06/30/13		Annualized Expense Ratio			Expenses Paid During Period*
*The Gabelli Asset Fund*
Actual Fund Return
Class AAA		$1,000.00		$1,135.90		1.36	%		$ 7.20
Class A		$1,000.00		$1,135.90		1.36	%		$ 7.20
Class C		$1,000.00		$1,131.80		2.11	%		$11.15
Class I		$1,000.00		$1,137.40		1.11	%		$ 5.88
Hypothetical 5% Return
Class AAA		$1,000.00		$1,018.05		1.36	%		$ 6.80
Class A		$1,000.00		$1,018.05		1.36	%		$ 6.80
Class C		$1,000.00		$1,014.33		2.11	%		$10.54
Class I		$1,000.00		$1,019.29		1.11	%		$ 5.56

*	Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (181 days), then divided by 365.

The following table presents portfolio holdings as a percent of net assets as of June 30, 2013:


Food and Beverage			12.8%
Financial Services			8.0%
Equipment and Supplies			7.5%
Cable and Satellite			7.5%
Energy and Utilities			6.7%
Health Care			4.9%
Consumer Products			4.8%
Entertainment			4.5%
Diversified Industrial			4.4%
Automotive: Parts and Accessories			3.7%
Machinery			3.4%
Publishing			3.1%
Aviation: Parts and Services			2.8%
Retail			2.6%
Business Services			2.3%
Telecommunications			2.3%
Aerospace			1.9%
Metals and Mining			1.9%
Consumer Services			1.9%
Broadcasting			1.7%
Hotels and Gaming			1.6%
Computer Software and Services			1.3%


Environmental Services			1.3%
Specialty Chemicals			1.2%
U.S. Government Obligations			1.1%
Automotive			0.9%
Agriculture			0.8%
Electronics			0.7%
Wireless Communications			0.7%
Transportation			0.5%
Building and Construction			0.3%
Communications Equipment			0.3%
Real Estate			0.3%
Real Estate Investment Trusts			0.1%
Home Furnishings			0.1%
Manufactured Housing and Recreational Vehicles			0.1%
Closed-End Funds			0.0%
Airlines			0.0%
Computer Hardware			0.0%
Other Assets and Liabilities (Net)			(0.0)%

			100.0%

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554).The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.


Shares			Cost		Market Value
		COMMON STOCKS — 98.8%
		Aerospace — 1.9%
	660,000	Exelis Inc.	$	3,153,567	$	9,101,400
	5,000	Lockheed Martin Corp.		147,750		542,300
	8,000	Northrop Grumman Corp.		357,650		662,400
	2,175,000	Rolls-Royce Holdings plc		16,260,973		37,513,693
	258,825,000	Rolls-Royce Holdings plc, Cl. C†(a)		395,630		393,662
	131,000	The Boeing Co.		6,805,117		13,419,640

				27,120,687		61,633,095

		Agriculture — 0.8%
	450,000	Archer Daniels Midland Co.		5,847,771		15,259,500
	69,058	Monsanto Co.		1,246,331		6,822,930
	9,000	Potash Corp of Saskatchewan Inc.		41,185		343,170
	29,000	The Mosaic Co.		500,160		1,560,490

				7,635,447		23,986,090

		Airlines — 0.0%
	100,000	AMR Corp.†		36,420		403,000

		Automotive — 0.9%
	280,000	Fiat Industrial SpA		2,940,908		3,121,600
	310,000	Ford Motor Co.		3,928,799		4,795,700
	531,000	Navistar International Corp.†		11,450,408		14,740,560
	100,000	PACCAR Inc.		515,101		5,366,000
	3,200	Volkswagen AG		128,709		623,747

				18,963,925		28,647,607

		Automotive: Parts and Accessories — 3.7%
	125,000	BorgWarner Inc.†		1,132,247		10,768,750
	350,000	Brembo SpA		3,995,221		6,245,932
	101,000	CLARCOR Inc.		644,467		5,273,210
	409,000	Dana Holding Corp.		3,286,518		7,877,340
	75,073	Federal-Mogul Corp.†		1,317,609		766,495
	545,000	Genuine Parts Co.		15,155,769		42,548,150
	415,000	Johnson Controls Inc.		4,301,297		14,852,850
	115,000	Modine Manufacturing Co.†		1,174,864		1,251,200
	140,000	O’Reilly Automotive Inc.†		3,311,255		15,766,800
	90,000	Standard Motor Products Inc.		794,298		3,090,600
	165,000	Superior Industries International Inc.		3,288,572		2,839,650
	94,000	Tenneco Inc.†		2,432,838		4,256,320
	20,000	The Pep Boys - Manny, Moe & Jack†		187,202		231,600

				41,022,157		115,768,897

		Aviation: Parts and Services — 2.8%
	1,075,000	BBA Aviation plc		2,639,548		4,579,722
	460,000	Curtiss-Wright Corp.		3,191,744		17,047,600
	580,000	GenCorp Inc.†		1,952,181		9,430,800
	115,000	Kaman Corp.		1,720,172		3,974,400
	241,000	Precision Castparts Corp.		2,418,921		54,468,410


Shares				Cost		Market Value
	12,000		Woodward Inc.	$	426,301	$	480,000

					12,348,867		89,980,932

			Broadcasting — 1.7%
	315,000		CBS Corp., Cl. A, Voting		3,337,107		15,375,150
	18,000		Cogeco Inc.		342,646		718,836
	13,334		Corus Entertainment Inc., Cl. B, Non-Voting, Toronto		21,662		305,552
	26,666		Corus Entertainment Inc., Cl. B, OTC		43,320		613,051
	106,000		Fisher Communications Inc.		3,691,584		4,354,480
	206,500		Liberty Media Corp., Cl. A†		575,117		26,175,940
	108,000		LIN TV Corp., Cl. A†		869,860		1,652,400
	12,000		Naspers Ltd., Cl. N		472,418		886,187
	390,000		Television Broadcasts Ltd.		1,776,461		2,680,101
	50,000		Tokyo Broadcasting System Holdings Inc.		726,526		675,539

					11,856,701		53,437,236

			Building and Construction — 0.3%
	208,000		Fortune Brands Home & Security Inc.		2,836,816		8,057,920
	48,043		Layne Christensen Co.†		987,452		937,319

					3,824,268		8,995,239

			Business Services — 2.3%
	153,000		ACCO Brands Corp.†		986,962		973,080
	38,000		Ascent Capital Group Inc., Cl. A†		673,653		2,966,660
	56,100		Blucora Inc.†		820,463		1,040,094
	240,000		Clear Channel Outdoor Holdings Inc., Cl. A†		1,419,864		1,790,400
	15,080	(b)	Contax Participacoes SA, Preference†		30,974		137,801
	182,000		Ecolab Inc.		1,658,104		15,504,580
	15,000		Edenred		273,621		458,829
	1,000		Equinix Inc.†		82,823		184,720
	70,320		Fly Leasing Ltd., ADR		868,641		1,184,892
	60,000		Landauer Inc.		370,683		2,898,600
	380,000		Live Nation Entertainment Inc.†		3,996,984		5,890,000
	72,000		Macquarie Infrastructure Co. LLC		2,583,454		3,848,400
	24,800		MasterCard Inc., Cl. A		1,753,412		14,247,600
	5,000		Mohawk Industries Inc.†		317,604		562,450
	40,000		Monster Worldwide Inc.†		737,770		196,400
	1,600		MSC Industrial Direct Co. Inc., Cl. A		112,443		123,936
	190,000		The Brink’s Co.		5,341,417		4,846,900
	895,000		The Interpublic Group of Companies Inc.		7,711,834		13,022,250


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Business Services (Continued)
	17,500	Visa Inc., Cl. A	$	913,361	$	3,198,125

				30,654,067		73,075,717

		Cable and Satellite — 7.5%
	352,500	AMC Networks Inc., Cl. A†		619,951		23,057,025
	1,841,000	Cablevision Systems Corp., Cl. A		3,462,997		30,965,620
	6,000	Charter Communications Inc., Cl. A†		298,565		743,100
	160,000	Comcast Corp., Cl. A		2,208,213		6,700,800
	315,000	Comcast Corp., Cl. A, Special		6,460,189		12,496,050
	31,000	DigitalGlobe Inc.†		567,756		961,310
	826,002	DIRECTV†		7,771,023		50,898,244
	352,000	DISH Network Corp., Cl. A		7,552,998		14,967,040
	106,000	EchoStar Corp., Cl. A†		3,134,675		4,145,660
	160,000	Liberty Global plc, Cl. A†		1,289,523		11,852,800
	218,000	Liberty Global plc, Cl. C†		3,620,683		14,800,020
	933,000	Rogers Communications Inc., New York, Cl. B		5,477,668		36,573,600
	50,000	Rogers Communications Inc., Toronto, Cl. B		229,821		1,958,734
	227,000	Scripps Networks Interactive Inc., Cl. A		7,578,438		15,154,520
	140,000	Shaw Communications Inc., New York, Cl. B		271,864		3,364,200
	120,000	Shaw Communications Inc., Toronto, Cl. B		164,952		2,879,909
	54,000	Time Warner Cable Inc.		2,425,201		6,073,920

				53,134,517		237,592,552

		Closed-End Funds — 0.0%
	79,920	Royce Value Trust Inc.		975,443		1,211,587

		Communications Equipment — 0.3%
	600,000	Corning Inc.		4,846,048		8,538,000
	4,000	Motorola Solutions Inc.		223,355		230,920

				5,069,403		8,768,920

		Computer Hardware — 0.0%
	3,000	Wincor Nixdorf AG		153,769		162,679

		Computer Software and Services — 1.3%
	240,000	Diebold Inc.		8,237,497		8,085,600
	8,000	DST Systems Inc.		530,339		522,640
	80,000	EarthLink Inc.		591,716		496,800
	65,000	eBay Inc.†		1,950,447		3,361,800
	64,000	Fidelity National Information Services Inc.		1,197,599		2,741,760
	1,400	Google Inc., Cl. A†		819,873		1,232,518
	35,000	Guidance Software Inc.†		292,804		305,900
	172,000	Internap Network Services Corp.†		1,173,213		1,422,440


Shares			Cost		Market Value
	17,000	InterXion Holding NV†	$	235,710	$	444,210
	30,000	MedAssets Inc.†		531,888		532,200
	55,000	Microsoft Corp.		1,574,896		1,899,150
	95,000	NCR Corp.†		1,452,208		3,134,050
	100,000	RealD Inc.†		1,149,816		1,390,000
	100,000	Rockwell Automation Inc.		3,586,878		8,314,000
	334,000	Yahoo! Inc.†		6,568,265		8,386,740

				29,893,149		42,269,808

		Consumer Products — 4.8%
	35,000	Altria Group Inc.		525,685		1,224,650
	138,000	Avon Products Inc.		3,090,452		2,902,140
	30,000	Brunswick Corp.		735,843		958,500
	11,000	Christian Dior SA		307,335		1,775,441
	404,000	Church & Dwight Co. Inc.		1,301,796		24,930,840
	70,800	Coty Inc., Cl. A†		1,209,357		1,216,344
	269,000	Energizer Holdings Inc.		6,456,944		27,037,190
	3,400	Givaudan SA		1,182,809		4,387,910
	34,000	Harley-Davidson Inc.		85,637		1,863,880
	20,000	Kimberly-Clark Corp.		1,186,368		1,942,800
	14,000	Mattel Inc.		252,700		634,340
	12,000	National Presto Industries Inc.		363,340		864,360
	25,000	Philip Morris International Inc.		950,939		2,165,500
	50,000	Reckitt Benckiser Group plc		1,570,345		3,534,709
	125,000	Sally Beauty Holdings Inc.†		1,001,483		3,887,500
	10,000	Svenska Cellulosa AB, Cl. A		169,715		251,115
	50,000	Svenska Cellulosa AB, Cl. B		709,301		1,254,828
	1,095,000	Swedish Match AB		12,521,106		38,877,962
	10,000	Syratech Corp.†		2,000		30
	3,000	The Estee Lauder Companies Inc., Cl. A		112,739		197,310
	345,000	The Procter & Gamble Co.		11,618,969		26,561,550
	75,000	Unilever plc, ADR		2,404,004		3,033,750
	31,000	Wolverine World Wide Inc.		288,333		1,692,910

				48,047,200		151,195,559

		Consumer Services — 1.9%
	156,000	IAC/InterActiveCorp.		1,530,472		7,419,360
	525,000	Liberty Interactive Corp., Cl. A†		3,793,284		12,080,250
	36,558	Liberty Ventures, Cl. A†		808,278		3,107,796
	60,000	Outerwall Inc.†		2,852,247		3,520,200
	869,000	Rollins Inc.		3,009,896		22,507,100
	242,500	The ADT Corp.		7,974,786		9,663,625
	72,000	Tree.com Inc.		522,739		1,234,080

				20,491,702		59,532,411

		Diversified Industrial — 4.4%
	10,000	Acuity Brands Inc.		118,020		755,200
	10,000	Albany International Corp., Cl. A		238,798		329,800


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Diversified Industrial (Continued)
	5,000	Anixter International Inc.†	$	45,044	$	379,050
	13,000	Blount International Inc.†		176,208		153,660
	418,600	Crane Co.		6,741,479		25,082,512
	98,000	Gardner Denver Inc.		804,925		7,367,640
	85,000	Greif Inc., Cl. A		767,267		4,476,950
	274,000	Greif Inc., Cl. B		14,925,026		15,360,440
	440,000	Honeywell International Inc.		14,134,227		34,909,600
	25,000	Ingersoll-Rand plc		447,046		1,388,000
	335,000	ITT Corp.		2,894,175		9,852,350
	15,000	Jardine Matheson Holdings Ltd.		726,417		907,500
	115,000	Jardine Strategic Holdings Ltd.		2,597,936		4,174,500
	160,000	Katy Industries Inc.†		235,350		113,680
	17,000	Magnetek Inc.†		306,600		306,510
	245,000	Myers Industries Inc.		1,533,959		3,677,450
	12,000	Nortek Inc.†		462,854		773,160
	80,000	Pentair Ltd.		2,528,542		4,615,200
	22,000	Sulzer AG		2,035,390		3,519,348
	160,000	Textron Inc.		1,241,296		4,168,000
	20,000	Toray Industries Inc.		146,817		129,462
	120,000	Trinity Industries Inc.		1,257,602		4,612,800
	330,000	Tyco International Ltd.		7,274,122		10,873,500
	6,500	Waters Corp.†		477,757		650,325

				62,116,857		138,576,637

		Electronics — 0.7%
	110,000	Cypress Semiconductor Corp.		1,123,091		1,180,300
	95,000	Intel Corp.		2,029,905		2,300,900
	6,400	Kyocera Corp., ADR		189,423		651,200
	89,000	LSI Corp.†		467,639		635,460
	1,500	Mettler-Toledo International Inc.†		212,220		301,800
	24,000	Molex Inc., Cl. A		655,086		596,640
	6,000	Samsung Electronics Co. Ltd., GDR(c)		1,077,139		3,498,000
	4,000	Sony Corp., ADR		47,476		84,760
	50,000	TE Connectivity Ltd.		1,377,092		2,277,000
	285,000	Texas Instruments Inc.		7,381,154		9,937,950

				14,560,225		21,464,010

		Energy and Utilities — 6.7%
	11,000	Anadarko Petroleum Corp.		652,895		945,230
	190,000	BP plc, ADR		5,050,271		7,930,600
	271,500	Chevron Corp.		9,443,618		32,129,310
	301,000	ConocoPhillips		6,481,164		18,210,500
	249,000	CONSOL Energy Inc.		9,252,375		6,747,900
	122,000	Devon Energy Corp.		1,673,036		6,329,360
	11,000	Diamond Offshore Drilling Inc.		889,063		756,690
	20,000	Edison International		340,000		963,200


Shares			Cost		Market Value
	219,000	El Paso Electric Co.	$	2,682,942	$	7,732,890
	87,000	EOG Resources Inc.		398,438		11,456,160
	308,000	Exxon Mobil Corp.		7,391,051		27,827,800
	50,000	FirstEnergy Corp.		752,761		1,867,000
	130,000	GenOn Energy Inc., Escrow†		0		0
	185,000	Halliburton Co.		5,995,624		7,718,200
	147,000	Kinder Morgan Inc.		2,578,709		5,608,050
	280,000	National Fuel Gas Co.		14,320,580		16,226,000
	32,000	NextEra Energy Inc.		1,549,756		2,607,360
	50,000	Northeast Utilities		828,440		2,101,000
	12,000	Occidental Petroleum Corp.		941,505		1,070,760
	60,000	Oceaneering International Inc.		1,534,601		4,332,000
	30,000	Patterson-UTI Energy Inc.		535,891		580,650
	71,000	Phillips 66		859,170		4,182,610
	235,000	Rowan Companies plc, Cl. A†		8,788,962		8,006,450
	48,000	Royal Dutch Shell plc, Cl. A, ADR		2,857,612		3,062,400
	128,000	SJW Corp.		2,097,345		3,353,600
	180,000	Southwest Gas Corp.		3,082,264		8,422,200
	210,000	Spectra Energy Corp.		4,829,752		7,236,600
	75,000	Talisman Energy Inc.		1,268,705		857,250
	105,000	The AES Corp.		449,800		1,258,950
	42,000	Transocean Ltd.		2,283,741		2,013,900
	758,404	Weatherford International Ltd.†		12,287,250		10,390,135

				112,097,321		211,924,755

		Entertainment — 4.5%
	205,000	Discovery Communications Inc., Cl. A†		2,065,156		15,828,050
	198,000	Discovery Communications Inc., Cl. C†		1,432,032		13,792,680
	28,000	DreamWorks Animation SKG Inc., Cl. A†		636,883		718,480
	76,000	Electronic Arts Inc.†		1,290,966		1,745,720
	760,000	Grupo Televisa SAB, ADR		8,833,962		18,878,400
	2,500	Nintendo Co. Ltd.		394,759		294,918
	218,000	Starz, Cl. A†		112,875		4,817,800
	461,000	The Madison Square Garden Co., Cl. A†		1,087,066		27,314,250
	295,001	Time Warner Inc.		7,041,819		17,056,958
	481,234	Viacom Inc., Cl. A		14,589,206		32,935,655
	25,000	Viacom Inc., Cl. B		1,051,735		1,701,250
	452,000	Vivendi SA		7,634,586		8,560,383

				46,171,045		143,644,544

		Environmental Services — 1.3%
	42,000	Progressive Waste Solutions Ltd.		814,403		903,420
	632,000	Republic Services Inc.		8,103,726		21,450,080
	20,000	Waste Connections Inc.		632,503		822,800


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Environmental Services (Continued)
	430,000	Waste Management Inc.	$	8,596,583	$	17,341,900

				18,147,215		40,518,200

		Equipment and Supplies — 7.5%
	1,250,000	AMETEK Inc.		2,096,283		52,875,000
	6,000	Amphenol Corp., Cl. A		23,162		467,640
	96,000	CIRCOR International Inc.		951,585		4,882,560
	129,000	Crown Holdings Inc.†		581,571		5,305,770
	180,000	CTS Corp.		1,062,935		2,455,200
	8,000	Danaher Corp.		70,641		506,400
	789,000	Donaldson Co. Inc.		2,606,618		28,135,740
	618,000	Flowserve Corp.		2,748,316		33,378,180
	206,000	Gerber Scientific Inc., Escrow†		0		2,060
	49,000	Graco Inc.		2,386,648		3,097,290
	230,000	GrafTech International Ltd.†		2,011,244		1,674,400
	730,000	IDEX Corp.		2,721,522		39,281,300
	140,000	Interpump Group SpA		571,571		1,248,275
	379,000	Lufkin Industries Inc.		1,713,428		33,530,130
	20,000	Mueller Industries Inc.		908,611		1,008,600
	202,000	Sealed Air Corp.		4,018,605		4,837,900
	2,000	SL Industries Inc.		5,719		50,160
	55,000	Tenaris SA, ADR		2,319,794		2,214,850
	100,000	The Manitowoc Co. Inc.		240,518		1,791,000
	17,000	The Toro Co.		592,882		771,970
	94,000	The Weir Group plc		395,542		3,075,288
	28,500	Valmont Industries Inc.		226,840		4,078,065
	305,000	Watts Water Technologies Inc., Cl. A		3,537,145		13,828,700

				31,791,180		238,496,478

		Financial Services — 8.0%
	16,000	Alleghany Corp.†		2,681,143		6,132,960
	84,000	AllianceBernstein Holding LP		1,564,059		1,748,880
	665,000	American Express Co.		18,709,041		49,715,400
	7,000	Ameriprise Financial Inc.		221,427		566,160
	29,700	Argo Group International Holdings Ltd.		951,631		1,258,983
	52,000	Bank of America Corp.		453,096		668,720
	209	Berkshire Hathaway Inc., Cl. A†		926,922		35,237,400
	75,000	BKF Capital Group Inc.†		419,241		81,000
	45,000	Calamos Asset Management Inc., Cl. A		512,984		472,500
	65,000	Citigroup Inc.		2,304,170		3,118,050
	100,000	First Niagara Financial Group Inc.		1,247,886		1,007,000
	115,000	Fortress Investment Group LLC, Cl. A		625,308		754,400
	134,000	GAM Holding AG		1,850,414		2,057,064
	198,000	H&R Block Inc.		3,349,392		5,494,500


Shares			Cost		Market Value
	45,000	Hartford Financial Services Group Inc.	$	929,600	$	1,391,400
	19,000	HSBC Holdings plc, ADR		1,009,217		986,100
	53,000	Interactive Brokers Group Inc., Cl. A		893,354		846,410
	454,000	Janus Capital Group Inc.		3,970,927		3,863,540
	262,000	JPMorgan Chase & Co.		10,394,934		13,830,980
	75,200	Kinnevik Investment AB, Cl. A		1,384,265		1,934,358
	103,000	Kinnevik Investment AB, Cl. B		1,927,183		2,640,238
	80,000	KKR & Co. LP		791,990		1,572,800
	325,000	KKR Financial Holdings LLC		3,280,488		3,428,750
	290,000	Legg Mason Inc.		6,719,237		8,992,900
	45,000	Leucadia National Corp.		403,118		1,179,900
	84,000	Loews Corp.		3,685,840		3,729,600
	47,000	M&T Bank Corp.		3,437,348		5,252,250
	147,000	Marsh & McLennan Companies Inc.		4,307,892		5,868,240
	101,000	Northern Trust Corp.		4,879,283		5,847,900
	30,000	Popular Inc.†		593,108		909,900
	10,000	Royal Bank of Canada		521,365		583,100
	143,000	State Street Corp.		3,389,213		9,325,030
	20,000	SunTrust Banks Inc.		424,879		631,400
	50,000	T. Rowe Price Group Inc.		850,990		3,657,500
	650,000	The Bank of New York Mellon Corp.		18,476,123		18,232,500
	48,000	The Blackstone Group LP		827,223		1,010,880
	15,800	The Goldman Sachs Group Inc.		1,925,612		2,389,750
	150,000	The PNC Financial Services Group Inc.		8,542,389		10,938,000
	7,300	Value Line Inc.		105,000		62,050
	167,000	Waddell & Reed Financial Inc., Cl. A		3,453,289		7,264,500
	670,000	Wells Fargo & Co.		20,268,524		27,650,900
	40,000	WR Berkley Corp.		1,468,924		1,634,400

				144,678,029		253,968,293

		Food and Beverage — 12.8%
	364,000	Beam Inc.		13,959,971		22,972,040
	25,000	Boulder Brands Inc.†		228,912		301,250
	505,000	Brown-Forman Corp., Cl. A		5,779,771		34,168,300
	125,500	Brown-Forman Corp., Cl. B		1,939,979		8,477,525
	60,000	Campbell Soup Co.		1,633,693		2,687,400
	400,000	China Mengniu Dairy Co. Ltd.		1,191,136		1,431,141
	26,000	Coca-Cola Enterprises Inc.		508,677		914,160
	16,500	Coca-Cola HBC AG, ADR		231,193		385,770
	35,000	ConAgra Foods Inc.		1,115,915		1,222,550
	85,000	Constellation Brands Inc., Cl. A†		1,632,876		4,430,200
	6,000	Core-Mark Holding Co. Inc.		279,415		381,000
	15,000	Crimson Wine Group Ltd.†		89,803		127,725


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Food and Beverage (Continued)
	705,000	D.E Master Blenders 1753 NV†	$	7,614,497	$	11,287,194
	288,000	Danone SA		13,655,813		21,615,182
	750,000	Davide Campari - Milano SpA		4,029,962		5,432,731
	85,000	Dean Foods Co.†		480,459		851,700
	320,500	Diageo plc, ADR		12,201,994		36,841,475
	70,000	Diamond Foods Inc.†		1,405,533		1,452,500
	210,000	Dr Pepper Snapple Group Inc.		5,152,689		9,645,300
	80,000	Farmer Brothers Co.†		983,002		1,124,800
	402,750	Flowers Foods Inc.		707,161		8,880,638
	44,000	Fomento Economico Mexicano SAB de CV, ADR		1,508,030		4,540,360
	575,000	General Mills Inc.		10,347,963		27,904,750
	45,000	Green Mountain Coffee Roasters Inc.†		1,101,536		3,377,700
	2,600,000	Grupo Bimbo SAB de CV, Cl. A		1,138,537		7,885,811
	10,000	Heineken Holding NV		407,450		561,073
	115,000	Heineken NV		5,527,767		7,327,272
	20,000	Heineken NV, ADR		481,149		637,000
	343,000	Hillshire Brands Co.		9,945,424		11,346,440
	135,000	Ingredion Inc.		1,620,453		8,858,700
	200,000	ITO EN Ltd.		4,430,197		4,629,966
	23,200	John Bean Technologies Corp.		371,543		487,432
	45,000	Kellogg Co.		1,213,668		2,890,350
	82,000	Kerry Group plc, Cl. A		971,184		4,493,531
	500,000	Kikkoman Corp.		5,747,460		8,318,209
	93,000	Kraft Foods Group Inc.		3,053,120		5,195,910
	21,000	LVMH Moet Hennessy Louis Vuitton SA		741,982		3,403,145
	15,000	MEIJI Holdings Co. Ltd.		678,410		720,659
	409,771	Mondelez International Inc., Cl. A		8,666,314		11,690,767
	245,000	Morinaga Milk Industry Co. Ltd.		909,693		716,374
	113,000	Nestlé SA		3,210,658		7,411,307
	200,000	NISSIN FOODS HOLDINGS CO. LTD		6,899,621		8,096,390
	200,000	Parmalat SpA		569,900		624,789
	260,000	PepsiCo Inc.		9,538,172		21,265,401
	73,500	Pernod-Ricard SA		6,658,977		8,150,190
	95,000	Post Holdings Inc.†		1,035,085		4,147,700
	86,000	Remy Cointreau SA		5,048,212		9,125,452
	10,000	SABMiller plc		358,218		479,482
	93,000	Snyders-Lance Inc.		2,030,547		2,642,130
	87,000	Suntory Beverage & Food Ltd.†		2,772,894		2,719,298
	611,000	The Coca-Cola Co.		13,137,201		24,507,210


Shares			Cost		Market Value
	18,000	The Hain Celestial Group Inc.†	$	281,085	$	1,169,460
	20,000	The J.M. Smucker Co.		547,733		2,063,000
	600,000	Tingyi (Cayman Islands) Holding Corp.		1,488,465		1,562,651
	174,070	Tootsie Roll Industries Inc.		1,808,544		5,531,945
	110,000	Tyson Foods Inc., Cl. A		1,489,608		2,824,800
	21,712	WhiteWave Foods Co., Cl. A†		224,887		352,820
	30,923	WhiteWave Foods Co., Cl. B†		316,897		470,030
	335,000	Yakult Honsha Co. Ltd.		8,677,555		13,882,335

				199,778,590		406,642,420

		Health Care — 4.8%
	99,000	Actavis Inc.†		4,233,008		12,495,780
	40,000	Alere Inc.†		868,261		980,000
	35,000	Allergan Inc.		1,602,025		2,948,400
	46,584	AmerisourceBergen Corp.		1,984,651		2,600,785
	68,500	Amgen Inc.		3,002,348		6,758,210
	65,000	AngioDynamics Inc.†		779,348		733,200
	10,000	ArthroCare Corp.†		235,827		345,300
	72,000	Baxter International Inc.		3,697,432		4,987,440
	46,000	Becton, Dickinson and Co.		3,554,735		4,546,180
	33,500	Biogen Idec Inc.†		218,904		7,209,200
	11,500	Bio-Rad Laboratories Inc., Cl. A†		1,167,292		1,290,300
	280,000	Boston Scientific Corp.†		2,001,414		2,595,600
	185,000	Bristol-Myers Squibb Co.		4,862,570		8,267,650
	35,000	Cantel Medical Corp.		1,013,627		1,185,450
	17,500	Cepheid Inc.†		196,789		602,350
	112,000	Chemed Corp.		4,262,953		8,112,160
	35,000	Cigna Corp.		1,816,474		2,537,150
	31,000	CONMED Corp.		619,303		968,440
	48,000	Covidien plc		1,941,414		3,016,320
	7,500	DaVita HealthCare Partners Inc.†		922,279		906,000
	10,000	DENTSPLY International Inc.		190,509		409,600
	30,000	Eli Lilly & Co.		1,057,507		1,473,600
	75,000	Endo Health Solutions Inc.†		2,355,565		2,759,250
	44,000	Exactech Inc.†		671,660		869,000
	80,000	Express Scripts Holding Co.†		4,030,884		4,935,200
	38,000	Henry Schein Inc.†		1,049,459		3,638,500
	20,000	Humana Inc.		1,370,704		1,687,600
	125,000	Johnson & Johnson		6,259,745		10,732,500
	12,000	Laboratory Corp. of America Holdings†		997,619		1,201,200
	150,000	Lexicon Pharmaceuticals Inc.†		368,250		325,500
	50,000	Life Technologies Corp.†		1,723,836		3,700,500
	15,000	MAKO Surgical Corp.†		196,729		180,750
	25,000	McKesson Corp.		2,246,889		2,862,500
	12,500	Mead Johnson Nutrition Co.		731,094		990,375
	150,000	Merck & Co. Inc.		4,257,141		6,967,500


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Health Care (Continued)
	9,000	Nobel Biocare Holding AG	$	229,420	$	109,576
	20,000	Orthofix International NV†		722,452		538,000
	28,000	Owens & Minor Inc.		837,140		947,240
	90,000	Pain Therapeutics Inc.		426,587		198,900
	65,000	Patterson Companies Inc.		2,040,996		2,444,000
	160,000	Pfizer Inc.		2,798,620		4,481,600
	40,000	Quality Systems Inc.		728,195		748,400
	44,000	Quidel Corp.†		603,237		1,123,320
	400	Regeneron Pharmaceuticals Inc.†		43,670		89,952
	50,000	Roche Holding AG, ADR		1,934,205		3,093,250
	35,000	St. Jude Medical Inc.		1,447,615		1,597,050
	32,000	Stryker Corp.		1,660,657		2,069,760
	174,602	Tenet Healthcare Corp.†		4,481,346		8,049,152
	80,000	UnitedHealth Group Inc.		3,227,747		5,238,400
	31,000	William Demant Holding A/S†		1,448,729		2,563,812
	100,000	Wright Medical Group Inc.†		1,567,862		2,621,000
	14,000	Zimmer Holdings Inc.		723,823		1,049,160
	3,000	Zoetis Inc.		78,000		92,670

				91,488,546		152,874,732

		Home Furnishings — 0.1%
	14,000	Bed Bath & Beyond Inc.†		861,069		992,600
	83,700	Blyth Inc.		1,608,195		1,168,452

				2,469,264		2,161,052

		Hotels and Gaming — 1.6%
	16,000	Accor SA		533,068		563,039
	27,000	Churchill Downs Inc.		1,113,208		2,128,950
	700,000	Genting Singapore plc		966,658		728,994
	10,000	Home Inns & Hotels Management Inc., ADR†		159,080		267,100
	50,000	Hyatt Hotels Corp., Cl. A†		1,989,362		2,018,000
	94,000	International Game Technology		1,396,538		1,570,740
	56,000	Interval Leisure Group Inc.		478,826		1,115,520
	2,400,000	Ladbrokes plc		12,392,137		7,296,953
	89,000	Las Vegas Sands Corp.		430,771		4,710,770
	4,200,000	Mandarin Oriental International Ltd.		8,011,029		6,783,000
	450,000	MGM Resorts International†		4,484,351		6,651,000
	55,000	Orient-Express Hotels Ltd., Cl. A†		970,272		668,800
	100,000	Pinnacle Entertainment Inc.†		629,066		1,967,000
	16,975	Ryman Hospitality Properties Inc.		183,936		662,195
	98,000	Starwood Hotels & Resorts Worldwide Inc.		1,921,712		6,192,620
	2,000,000	The Hongkong & Shanghai Hotels Ltd.		2,636,925		3,249,077
	125,000	Universal Entertainment Corp.		1,876,404		2,206,846


Shares				Cost		Market Value
	10,000		Wyndham Worldwide Corp.	$	249,886	$	572,300
	22,000		Wynn Resorts Ltd.		1,034,987		2,816,000

					41,458,216		52,168,904

			Machinery — 3.4%
	129,500		Caterpillar Inc.		855,262		10,682,455
	400,000		CNH Global NV		12,317,794		16,664,000
	692,000		Deere & Co.		5,346,998		56,225,000
	26,000		Kennametal Inc.		1,055,138		1,009,580
	26,000		Mueller Water Products Inc., Cl. A		192,104		179,660
	745,000		Xylem Inc.		9,989,559		20,070,300
	49,000		Zebra Technologies Corp., Cl. A†		1,695,723		2,128,560

					31,452,578		106,959,555

			Manufactured Housing and Recreational Vehicles — 0.1%
	32,000		Cavco Industries Inc.†		605,460		1,614,400
	30,000		Nobility Homes Inc.†		500,111		211,500
	52,695		Skyline Corp.†		781,414		207,091

					1,886,985		2,032,991

			Metals and Mining — 1.9%
	65,000		Agnico Eagle Mines Ltd.		2,642,278		1,790,100
	250,000		Alcoa Inc.		2,552,438		1,955,000
	342,000		Barrick Gold Corp.		6,202,609		5,383,080
	70,000		Cliffs Natural Resources Inc.		1,276,375		1,137,500
	215,000		Eaton Corp. plc		11,159,704		14,149,150
	70,000		Franco-Nevada Corp.		2,421,360		2,503,900
	220,000		Freeport-McMoRan Copper & Gold Inc.		4,422,191		6,074,200
	7,000		Global Brass & Copper Holdings Inc.†		86,918		92,680
	50,000		Kinross Gold Corp.		359,224		255,000
	14,000	(b)	Labrador Iron Ore Royalty Corp.		471,866		393,230
	52,000		New Hope Corp. Ltd.		70,252		169,778
	643,000		Newmont Mining Corp.		16,660,197		19,257,850
	80,000		Peabody Energy Corp.		2,166,686		1,171,200
	99,000		Royal Gold Inc.		4,487,665		4,165,920
	106,000		Silver Wheaton Corp.		2,154,440		2,085,020
	125,000		Turquoise Hill Resources Ltd.†		939,830		741,250

					58,074,033		61,324,858

			Publishing — 3.1%
	30,000		Belo Corp., Cl. A		121,219		418,500
	220,000		Il Sole 24 Ore SpA†		427,849		140,317
	167,000		McGraw Hill Financial Inc		1,448,481		8,882,730
	430,000		Media General Inc., Cl. A†		3,531,841		4,742,900
	70,000		Meredith Corp.		1,508,272		3,339,000
	2,240,000		News Corp., Cl. A		16,118,962		73,024,000
	125,000		News Corp., Cl. B		2,319,780		4,102,500


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Publishing (Continued)
	15,000	News Corp., Cl. B, New York	$	234,940	$	230,700
	16,000	Nielsen Holdings NV		427,708		537,440
	92,000	The E.W. Scripps Co., Cl. A†		739,898		1,433,360
	25,000	The New York Times Co., Cl. A†		228,978		276,500

				27,107,928		97,127,947

		Real Estate — 0.3%
	11,000	Brookfield Asset Management Inc., Cl. A		294,496		396,220
	631	Brookfield Property Partners LP		13,655		12,809
	104,000	Griffin Land & Nurseries Inc.		1,510,666		2,966,080
	250,000	The St. Joe Co.†		1,870,114		5,262,500

				3,688,931		8,637,609

		Real Estate Investment Trusts — 0.1%
	14,422	Host Hotels & Resorts Inc.		290,636		243,299
	155,000	Weyerhaeuser Co.		3,268,400		4,415,950

				3,559,036		4,659,249

		Retail — 2.6%
	110,000	Aaron’s Inc.†		583,437		3,081,100
	135,000	AutoNation Inc.†		1,122,947		5,857,650
	111,000	Costco Wholesale Corp.		5,655,834		12,273,270
	60,000	CST Brands Inc.†		1,851,191		1,848,600
	380,000	CVS Caremark Corp.		12,801,137		21,728,400
	90,000	HSN Inc.		1,931,542		4,834,800
	50,000	Krispy Kreme Doughnuts Inc.†		360,134		872,500
	2,500,000	Lianhua Supermarket Holdings Ltd., Cl. H		4,470,087		1,363,452
	200,000	Macy’s Inc.		3,263,628		9,600,000
	71,000	Safeway Inc.		1,606,943		1,679,860
	58,000	The Cheesecake Factory Inc.		1,715,610		2,429,620
	39,000	The Home Depot Inc.		1,211,856		3,021,330
	70,000	The Kroger Co.		423,375		2,417,800
	30,000	Walgreen Co.		982,036		1,326,000
	43,000	Wal-Mart Stores Inc.		2,176,101		3,203,070
	113,000	Whole Foods Market Inc.		1,317,544		5,817,240

				41,473,402		81,354,692

		Specialty Chemicals — 1.2%
	27,000	Airgas Inc.		1,747,988		2,577,420
	10,000	Ashland Inc.		167,400		835,000
	82,218	Chemtura Corp.†		1,204,782		1,669,025
	600,000	Ferro Corp.†		5,178,181		4,170,000
	110,000	General Chemical Group Inc.†		365,584		26,675
	68,000	H.B. Fuller Co.		503,681		2,571,080
	110,000	International Flavors & Fragrances Inc.		4,927,855		8,267,600
	36,000	Material Sciences Corp.†		234,799		362,160


Shares			Cost		Market Value
	1,800	NewMarket Corp.	$	191,887	$	472,608
	400,000	OMNOVA Solutions Inc.†		1,095,242		3,204,000
	10,000	Praxair Inc.		1,029,472		1,151,600
	253,000	Sensient Technologies Corp.		4,817,066		10,238,910
	2,500	SGL Carbon SE		95,597		79,514
	65,000	Zep Inc.		735,432		1,028,950

				22,294,966		36,654,542

		Telecommunications — 2.3%
	45,000	AT&T Inc.		1,084,032		1,593,000
	40,000	CenturyLink Inc.		699,241		1,414,004
	1,400,000	Cincinnati Bell Inc.†		5,341,647		4,284,000
	347,000	Deutsche Telekom AG, ADR		5,752,093		4,046,020
	12,000	France Telecom SA, ADR		145,985		113,400
	30,000	Hellenic Telecommunications Organization SA†		435,110		234,296
	25,000	Hellenic Telecommunications Organization SA, ADR†		111,368		95,625
	57,000	Intelsat SA†		1,035,528		1,140,000
	15,000	Level 3 Communications Inc.†		321,762		316,200
	70,500	Loral Space & Communications Inc.		2,709,114		4,228,590
	110,000	NII Holdings Inc.†		2,006,722		733,700
	180,015	Oi SA, ADR		1,312,657		324,027
	215,000	Portugal Telecom SGPS SA		2,121,375		836,761
	600,000	Sprint Nextel Corp.†		2,001,515		4,212,000
	3,100,000	Telecom Italia SpA		1,732,489		2,154,739
	175,000	Telecom Italia SpA, ADR		1,222,253		1,216,250
	46,500	Telefonica Brasil SA, ADR		911,624		1,061,130
	285,001	Telefonica SA, ADR†		3,393,694		3,650,863
	1,119,610	Telephone & Data Systems Inc.		22,124,392		27,598,387
	96,000	tw telecom inc.†		1,747,194		2,701,440
	200,000	Verizon Communications Inc.		5,623,085		10,068,000
	50,000	VimpelCom Ltd., ADR		701,510		503,000

				62,534,390		72,525,432

		Transportation — 0.5%
	330,000	GATX Corp.		8,374,749		15,651,900
	4,000	Kansas City Southern		7,317		423,840
	46,000	Providence and Worcester Railroad Co.		710,155		706,100

				9,092,221		16,781,840

		Wireless Communications — 0.7%
	125,000	America Movil SAB de CV, Cl. L, ADR		381,970		2,718,750
	48,000	Millicom International Cellular SA, SDR		4,483,100		3,457,867
	2,500	NTT DoCoMo Inc.		3,573,391		3,884,352
	21,857	Tim Participacoes SA, ADR		157,720		406,540
	190,000	United States Cellular Corp.		9,055,037		6,971,100


Shares			Cost		Market Value
		COMMON STOCKS (Continued)
		Wireless Communications (Continued)
	115,000	Vodafone Group plc, ADR	$	2,974,243	$	3,305,100

				20,625,461		20,743,709

		TOTAL COMMON STOCKS		1,357,774,141		3,127,903,778

		PREFERRED STOCKS — 0.0%
		Health Care — 0.0%
	31,580	The Phoenix Companies Inc., 7.450% Pfd.		674,937		755,078


		RIGHTS — 0.0%
		Automotive: Parts and Accessories — 0.0%
	75,073	Federal-Mogul Corp., expire 07/09/13†		0		12,762

		Health Care — 0.0%
	20,000	American Medical Alert Corp.†		0		200

		TOTAL RIGHTS		0		12,962

		WARRANTS — 0.1%
		Automotive: Parts and Accessories — 0.0%
	14,727	Federal-Mogul Corp., expire 12/27/14†		411,720		147

		Energy and Utilities — 0.1%
	300,000	Kinder Morgan Inc., expire 05/25/17†		343,263		1,536,000

		Hotels and Gaming — 0.0%
	200,000	Indian Hotels Co. Ltd., expire 06/16/14†(d)		298,980		162,000

		TOTAL WARRANTS		1,053,963		1,698,147


Principal Amount
		U.S. GOVERNMENT OBLIGATIONS — 1.1%
	$35,176,000	U.S. Treasury Bills,
		0.045% to 0.120%††,
		08/08/13 to 12/12/13		35,169,030		35,171,234


		TOTAL INVESTMENTS —100.0%	$	1,394,672,071		3,165,541,199


		Other Assets and Liabilities (Net) — (0.0)%				(929,627	)

		NET ASSETS — 100.0%			$	3,164,611,572

(a)	At June 30, 2013, the Fund held an investment in a restricted and illiquid security amounting to $393,662 and 0.01% of net assets, which were valued under methods approved by the Board of Directors, as follows:


Acquisition Shares	Issuer	Acquisition Date	Acquisition Cost		06/30/13 Carrying Value Per Share
258,825,000	Rolls-Royce Holdings plc, Cl. C	04/24/13	$	395,630	$	0.0015

(b)	Denoted in units.

(c)

Security purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. At June 30, 2013, the market value of the Regulation S security amounted to $3,498,000 or 0.11% of net assets, which was valued under methods approved by the Board of Trustees as follows:


Acquisition Shares	Issuer	Acquisition Date	Acquisition Cost		06/30/13 Carrying Value Per Share
6,000	Samsung Electronics Co. Ltd., GDR	07/15/04	$	1,077,139	$	583.0000

(d)

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2013, the market value of the Rule 144A security amounted to $162,000 or 0.01% of net assets.

†	Non-income producing security.

††	Represents annualized yield at date of purchase.

ADR	American Depositary Receipt

GDR	Global Depositary Receipt

SDR	Swedish Depositary Receipt

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)


Assets:
Investments, at value (cost $1,394,672,071)	$3,165,541,199
Cash	545
Receivable for Fund shares sold	6,858,966
Receivable for investments sold	272,432
Dividends receivable	4,144,610
Prepaid expenses	80,374

Total Assets	3,176,898,126

Liabilities:
Payable for Fund shares redeemed	2,173,186
Payable for investments purchased	6,266,342
Payable for investment advisory fees	2,601,398
Payable for distribution fees	653,430
Payable for accounting fees	7,500
Other accrued expenses	584,698

Total Liabilities	12,286,554

Net Assets
(applicable to 53,769,678 shares outstanding)	$3,164,611,572

Net Assets Consist of:
Paid-in capital	$1,346,304,496
Accumulated net investment income	7,469,484
Accumulated net realized gain on investments and foreign currency transactions	39,977,416
Net unrealized appreciation on investments	1,770,869,128
Net unrealized depreciation on foreign currency translations	(8,952	)

Net Assets	$3,164,611,572


Shares of Beneficial Interest, each at $0.01 par value; unlimited number of shares authorized:
Class AAA:
Net Asset Value, offering, and redemption price per share ($2,786,649,550 ÷ 47,292,575 shares outstanding)	$58.92

Class A:
Net Asset Value and redemption price per share ($84,269,439 ÷ 1,439,946 shares outstanding)	$58.52

Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)	$62.09

Class C:
Net Asset Value and offering price per share ($77,130,579 ÷ 1,362,678 shares outstanding)	$56.60	(a)

Class I:
Net Asset Value, offering, and redemption price per share ($216,562,004 ÷ 3,674,479 shares outstanding)	$58.94

(a)	Redemption price varies based on the length of time held.

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)


Investment Income:
Dividends (net of foreign withholding taxes of $757,047)		$28,997,687
Interest		13,283

Total Investment Income		29,010,970

Expenses:
Investment advisory fees		15,188,509
Distribution fees - Class AAA		3,383,127
Distribution fees - Class A		93,109
Distribution fees - Class C		328,770
Shareholder services fees		964,632
Custodian fees		193,235
Shareholder communications expenses		191,891
Trustees’ fees		94,149
Legal and audit fees		57,586
Registration expenses		55,027
Accounting fees		22,500
Interest expense		4,414
Miscellaneous expenses		87,869

Total Expenses		20,664,818

Less:
Advisory fee reduction on unsupervised assets (Note 3)		(13,006	)

Net Expenses		20,651,812

Net Investment Income		8,359,158

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:
Net realized gain on investments		57,551,650
Net realized loss on foreign currency transactions		(25,695	)

Net realized gain on investments and foreign currency transactions		57,525,955

Net change in unrealized appreciation/depreciation:
on investments		312,189,688
on foreign currency translations		(5,597	)

Net change in unrealized appreciation on investments and foreign currency translations		312,184,091

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency		369,710,046

Net Increase in Net Assets Resulting from Operations	$	378,069,204

Selected data for a share of beneficial interest outstanding throughout each period:

1. Organization. The Gabelli Asset Fund was organized on November 25, 1985 as a Massachusetts business trust. The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary objective is growth of capital. The Fund commenced investment operations on March 3, 1986.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and assumptions. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of June 30, 2013 is as follows:

The Fund did not have transfers between Level 1 and Level 2 during the six months ended June 30, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of increasing the income of the Fund or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. Management is continually evaluating the implications of ASU 2011-11 and its impact on the financial statements and, at this time, has concluded that ASU 2011-11 is not applicable to the Fund because the Fund does not have investments covered under this guidance.

The Fund’s derivative contracts held at June 30, 2013, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in

unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. During the six months ended June 30, 2013, the Fund held no investments in forward foreign exchange contracts.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Restricted Securities. The Fund may invest up to 10% of its net assets in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. For the restricted securities the Fund held as of June 30, 2013, refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.

In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.

Custodian Fee Credits. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.”

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to the tax treatment of currency gains and losses, reclassifications of distributions on investments in real estate investment trusts, and the utilization of the tax accounting practice known as equalization. These reclassifications have no impact on the NAV of the Fund.

The tax character of distributions paid during the year ended December 31, 2012 was as follows:

Provision For Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward for an unlimited period capital losses incurred in years beginning after December 22, 2010. As a result of the rule, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The following summarizes the tax cost of investments and the related net unrealized appreciation at June 30, 2013:

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the six months ended June 30, 2013, the Fund did not incur any income tax, interest, or penalties. As of June 30, 2013, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended December 31, 2009 through December 31, 2012 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio, oversees the administration of all aspects of the Fund’s business and affairs, and pays the compensation of all Officers and Trustees of the Fund who are affiliated persons of the Adviser.

There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio holdings, i.e., unsupervised assets, of the Fund with respect to which the Adviser transferred dispositive and voting control to the Fund’s Proxy Voting Committee. During the six months ended June 30, 2013, the Fund’s Proxy Voting Committee exercised control and discretion over all rights to vote or consent with respect to such securities, and the Adviser reduced its fee with respect to such securities by $13,006.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $18,000 plus $2,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Trustee each receive an annual fee of $2,000. The Chairman of the Proxy Voting Committee and Nominating Committee each receive $1,000 annually. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the Fund, at annual rates of 0.25%, 0.25%, and 1.00%, respectively, of the average daily net assets of those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.

5. Portfolio Securities. Purchases and sales of securities during the six months ended June 30, 2013, other than short-term securities and U.S. Government obligations, aggregated $77,585,758 and $99,580,374, respectively.

6. Transactions with Affiliates. During the six months ended June 30, 2013, the Fund paid brokerage commissions on security trades of $79,029 to G.research, Inc. (formerly Gabelli & Company, Inc.) an affiliate of the Adviser. Additionally the Distributor retained a total of $46,196 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the six months ended June 30, 2013, the Fund paid or accrued $22,500 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. At June 30, 2013, there were no borrowings outstanding under the line of credit.

The average daily amount of borrowings outstanding under the line of credit during the six months ended June 30, 2013 was $455,530 with a weighted average interest rate of 1.19%. The maximum amount borrowed at any time during the six months ended June 30, 2013 was $19,809,000.

8. Shares of Beneficial Interest. The Fund offers four classes of shares – Class AAA Shares, Class A Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, solely to certain institutions, directly through the Distributor, or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the six months ended June 30, 2013 and the year ended December 31, 2012 amounted to $5,488 and $8,340, respectively.

9. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

11. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

Board Consideration and Re-Approval of Investment Advisory Agreements (Unaudited)

At its meeting on February 26, 2013, the Board of Trustees (“Board”) of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees who are not “interested persons” of the Fund (the “Independent Board Members”). The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.

Nature, Extent, and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of administrative, shareholder, and other services supervised or provided by the Adviser, and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service, and reputation of the portfolio manager.

Investment Performance. The Independent Board Members reviewed the short, medium, and long term performance of the Fund against a peer group of multi-cap core funds chosen by Lipper as being comparable. The Independent Board Members noted that the Fund’s performance was in the second quartile of the funds in its category for the one year period and in the first quartile for the three and five year periods.

Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such a charge. The Independent Board Members also noted that a large portion of the Fund’s portfolio transactions were executed by an affiliated broker and that another affiliated broker received distribution fees and minor amounts of sales commissions.

Economies of Scale. The Independent Board Members discussed the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. Sharing of Economies of Scale. The Independent Board Members noted that the investment advisory fee schedule for the Fund does not take into account any potential economies of scale that may develop or any losses or diminished profitability to the Adviser in prior years.

Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment advisory fee, other expenses, and total expenses of the Fund with similar expense ratios of the peer group of multi-cap core funds and noted that the advisory fee includes substantially all administrative services for the Fund as well as investment advisory services of the Adviser. The Independent Board Members noted that the Fund’s expense ratios and the Fund’s size were above average within this group. The Independent Board Members also noted that the advisory fee structure was the same as that in effect for most of the Gabelli funds.

Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio management services, good ancillary services, and a good performance record. The Independent Board Members also concluded that the Fund’s expense ratios and the profitability to the Adviser of managing the Fund were reasonable in light of the Fund’s performance and that economies of scale were not a significant factor in their thinking at this time. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the investment advisory agreement to the full Board.

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality

Board Consideration and Re-Approval of Investment Advisory Agreements (Unaudited) (Continued)

of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based its decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. that he founded in 1976 and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and an Honorary Doctorate Degree from Roger Williams University in Rhode Island.

Christopher J. Marangi joined G.research, Inc. in 2003 as a research analyst and currently leads the digital research sector team. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA with honors from Columbia Business School.

Jeffrey J. Jonas, CFA, joined G.research, Inc. in 2003 as a research analyst. He focuses on companies in the cardiovascular, healthcare services, and pharmacy benefits management sectors, among others. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.

Kevin V. Dreyer joined G.research, Inc. in 2005 as a research analyst covering companies within the consumer sector. Mr. Dreyer now leads the consumer and healthcare and wellness sector teams. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Funds Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA from Columbia Business School.

Morningstar Rating™ is based on risk-adjusted returns. The Overall Morningstar Rating is derived from a weighted average of the performance figures associated with a fund’s three, five, and ten year (if applicable) Morningstar Rating metrics. For funds with at least a three year history, a Morningstar Rating is based on a risk-adjusted return measure (including the effects of sales charges, loads, and redemption fees) placing more emphasis on downward variations and rewarding consistent performance. That accounts for variations in a fund’s monthly performance. The top 10% of funds in each category receive 5 stars, the next 22.5% 4 stars, the next 35% 3 stars, the next 22.5% 2 stars, and the bottom 10% 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Morningstar Rating is for the AAA Share class only; other classes may have different performance characteristics. Ratings reflect relative performance. Results for certain periods were negative. © 2013 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.


THE GABELLI ASSET FUND
One Corporate Center
Rye, New York 10580-1422

t 800-GABELLI (800-422-3554)
f 914-921-5118
e info@gabelli.com
GABELLI.COM

Net Asset Value per share available daily by calling 800-GABELLI after 7:00 P.M.
BOARD OF TRUSTEES
Mario J. Gabelli, CFA Chairman and Chief Executive Officer, GAMCO Investors, Inc. Anthony J. Colavita President, Anthony J. Colavita, P.C. James P. Conn Former Chief Investment Officer, Financial Security Assurance Holdings Ltd. John D. Gabelli Senior Vice President, G.research, Inc. Kuni Nakamura President, Advanced Polymer, Inc. Anthony R. Pustorino Certified Public Accountant, Professor Emeritus, Pace University Werner J. Roeder, MD Medical Director, Lawrence Hospital		Anthonie C. van Ekris Chairman, BALMAC International, Inc. Salvatore J. Zizza Chairman, Zizza & Associates Corp. OFFICERS Bruce N. Alpert President, Secretary, and Acting Chief Compliance Officer Agnes Mullady Treasurer DISTRIBUTOR G.distributors, LLC CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT State Street Bank and Trust Company LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP
This report is submitted for the general information of the shareholders of The Gabelli Asset Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.
Overall Morningstar Rating ^TM Morningstar^® rated The Gabelli Asset Fund Class AAA Shares 4 stars overall, 4 stars for the three and five year periods and 5 stars for the ten year period ended June 30, 2013 among 1,381, 1,381, 1,254, and 774 Large Blend funds, respectively. Morningstar Rating^TM is based on risk-adjusted returns.

GAB405Q213SR

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


	Six Months Ended June 30, 2013 (Unaudited)				Year Ended December 31, 2012
Operations:
Net investment income		$	8,359,158			$	27,747,868
Net realized gain on investments and foreign currency transactions			57,525,955				156,083,853
Net change in unrealized appreciation on investments and foreign currency translations			312,184,091				232,479,570

Net Increase in Net Assets Resulting from Operations			378,069,204				416,311,291

Distributions to Shareholders:
Net investment income
Class AAA			—				(23,418,245	)
Class A			—				(705,300	)
Class C			—				(180,970	)
Class I			—				(1,964,146	)

			—				(26,268,661	)

Net realized gain
Class AAA			—				(127,652,942	)
Class A			—				(3,825,581	)
Class C			—				(2,890,990	)
Class I			—				(8,399,405	)

			—				(142,768,918	)

Total Distributions to Shareholders			—				(169,037,579	)


Shares of Beneficial Interest Transactions:
Class AAA			(39,150,053	)			(268,301,992	)
Class A			182,601				1,904,822
Class B*			—				(6,201	)
Class C			15,087,043				9,721,823
Class I			34,424,225				55,796,134

Net Increase/(Decrease) in Net Assets from Shares of Beneficial Interest Transactions			10,543,816				(200,885,414	)

Redemption Fees			5,488				8,340

Net Increase in Net Assets			388,618,508				46,396,638
Net Assets:
Beginning of period			2,775,993,064				2,729,596,426

End of period (including undistributed net investment income of $ 7,469,484 and $0, respectively)		$	3,164,611,572			$	2,775,993,064


				Income (Loss) from Investment Operations												Distributions																								Ratios to Average Net Assets/ Supplemental Data
Period Ended December 31	Net Asset Value, Beginning of Period			Net Investment Income (Loss)(a)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations				Net Investment Income				Net Realized Gain on Investments				Total Distributions				Redemption Fees (a)(b)			Net Asset Value, End of Period			Total Return†			Net Assets End of Period (in 000’s)			Net Investment Income (Loss)			Operating Expenses			Portfolio Turnover Rate
Class AAA
2013(c)		$	51.87		$	0.16			$	6.89			$	7.05				—				—				—			$	0.00		$	58.92		13.6	%		$	2,786,650		0.55	%(d)		1.36	%(d)		3	%
2012			47.60			0.50				7.10				7.60			$	(0.52	)		$	(2.81	)		$	(3.33	)			0.00			51.87		16.0				2,487,368		0.97			1.38			4
2011			48.93			0.19				(0.41	)			(0.22	)			(0.18	)			(0.93	)			(1.11	)			0.00			47.60		(0.4	)			2,527,218		0.39			1.37			8
2010			40.21			0.15				9.13				9.28				(0.15	)			(0.41	)			(0.56	)			0.00			48.93		23.1				2,571,513		0.35			1.38			7
2009			31.01			0.25				9.22				9.47				(0.27	)			—				(0.27	)			0.00			40.21		30.5				2,107,979		0.74			1.40			7
2008			49.81			0.22				(18.76	)			(18.54	)			(0.23	)			(0.03	)			(0.26	)			0.00			31.01		(37.2	)			1,721,697		0.52			1.38			14
Class A
2013(c)		$	51.52		$	0.15			$	6.85			$	7.00				—				—				—			$	0.00		$	58.52		13.6	%		$	84,269		0.54	%(d)		1.36	%(d)		3	%
2012			47.30			0.50				7.05				7.55			$	(0.52	)		$	(2.81	)		$	(3.33	)			0.00			51.52		16.0				74,713		0.98			1.38			4
2011			48.65			0.21				(0.42	)			(0.21	)			(0.21	)			(0.93	)			(1.14	)			0.00			47.30		(0.4	)			66,330		0.43			1.37			8
2010			40.01			0.15				9.07				9.22				(0.17	)			(0.41	)			(0.58	)			0.00			48.65		23.0				23,280		0.34			1.38			7
2009			30.85			0.25				9.17				9.42				(0.26	)			—				(0.26	)			0.00			40.01		30.5				13,216		0.75			1.40			7
2008			49.59			0.23				(18.69	)			(18.46	)			(0.25	)			(0.03	)			(0.28	)			0.00			30.85		(37.2	)			11,522		0.55			1.38			14
Class C
2013(c)		$	50.01		$	(0.05	)		$	6.64			$	6.59				—				—				—			$	0.00		$	56.60		13.2	%		$	77,131		(0.17	)%(d)		2.11	%(d)		3	%
2012			46.05			0.13				6.82				6.95			$	(0.18	)		$	(2.81	)		$	(2.99	)			0.00			50.01		15.1				54,546		0.27			2.13			4
2011			47.53			(0.15	)			(0.40	)			(0.55	)			—				(0.93	)			(0.93	)			0.00			46.05		(1.1	)			41,146		(0.32	)		2.12			8
2010			39.25			(0.17	)			8.86				8.69				—				(0.41	)			(0.41	)			0.00			47.53		22.1				17,240		(0.40	)		2.13			7
2009			30.31			(0.01	)			9.00				8.99				(0.05	)			—				(0.05	)			0.00			39.25		29.6				8,916		(0.03	)		2.15			7
2008			48.68			(0.09	)			(18.25	)			(18.34	)			—				(0.03	)			(0.03	)			0.00			30.31		(37.7	)			6,419		(0.21	)		2.13			14
Class I
2013(c)		$	51.82		$	0.23			$	6.89			$	7.12				—				—				—			$	0.00		$	58.94		13.7	%		$	216,562		0.83	%(d)		1.11	%(d)		3	%
2012			47.56			0.67				7.06				7.73			$	(0.66	)		$	(2.81	)		$	(3.47	)			0.00			51.82		16.3				159,366		1.30			1.13			4
2011			48.90			0.34				(0.44	)			(0.10	)			(0.31	)			(0.93	)			(1.24	)			0.00			47.56		(0.2	)			94,896		0.69			1.12			8
2010			40.18			0.27				9.11				9.38				(0.25	)			(0.41	)			(0.66	)			0.00			48.90		23.4				38,532		0.62			1.13			7
2009			30.97			0.33				9.24				9.57				(0.36	)			—				(0.36	)			0.00			40.18		30.9				6,080		0.99			1.15			7
2008(e)			47.26			0.33				(16.25	)			(15.92	)			(0.34	)			(0.03	)			(0.37	)			0.00			30.97		(33.6	)			3,753		0.84	(d)		1.13	(d)		14


Distributions paid from:*
Ordinary income (inclusive of short-term capital gains)	$	30,465,943
Net long-term capital gains		152,070,167

Total distributions paid	$	182,536,110


	Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Investments	$	1,412,373,822	$	1,809,852,494	$	(56,685,117	)	$	1,753,167,377


	Six Months Ended June 30, 2013 (Unaudited)						Year Ended December 31, 2012
	Shares			Amount			Shares			Amount
Class AAA
Shares sold		2,505,663		$	141,773,391			4,807,279		$	246,367,187
Shares issued upon reinvestment of distributions		—			—			2,784,478			143,539,981
Shares redeemed		(3,164,030	)		(180,923,444	)		(12,733,311	)		(658,209,160	)

Net decrease		(658,367	)	$	(39,150,053	)		(5,141,554	)	$	(268,301,992	)

Class A
Shares sold		340,899		$	19,489,461			664,165		$	33,557,026
Shares issued upon reinvestment of distributions		—			—			79,301			4,060,214
Shares redeemed		(351,146	)		(19,306,860	)		(695,743	)		(35,712,418	)

Net increase/(decrease)		(10,247	)	$	182,601			47,723		$	1,904,822

Class B*
Shares redeemed		—		$	—			(127	)	$	(6,201	)

Net decrease		—		$	—			(127	)	$	(6,201	)

Class C
Shares sold		374,123		$	20,663,499			339,602		$	16,789,412
Shares issued upon reinvestment of distributions		—			—			46,274			2,300,264
Shares redeemed		(102,029	)		(5,576,456	)		(188,899	)		(9,367,853	)

Net increase		272,094		$	15,087,043			196,977		$	9,721,823

Class I
Shares sold		1,003,957		$	57,899,291			2,057,126		$	106,292,895
Shares issued upon reinvestment of distributions		—			—			180,004			9,270,235
Shares redeemed		(404,833	)		(23,475,066	)		(1,157,150	)		(59,766,996	)

Net increase		599,124		$	34,424,225			1,079,980		$	55,796,134


For the Six Month Period from January 1, 2013 through June 30, 2013		Expense Table


	Valuation Inputs
	Level 1 Quoted Prices		Level 2 Other Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total Market Value at 6/30/13
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Aerospace	$	61,239,433		—	$	393,662	$	61,633,095
Consumer Products		151,195,529	$	30		—		151,195,559
Energy and Utilities		211,924,755		—		0		211,924,755
Equipment and Supplies		238,494,418		—		2,060		238,496,478
Food and Beverage		403,923,122		2,719,298		—		406,642,420
Other Industries (a)		2,058,011,471		—		—		2,058,011,471

Total Common Stocks		3,124,788,728		2,719,328		395,722		3,127,903,778

Preferred Stocks (a)		755,078		—		—		755,078
Rights (a)		12,762		—		200		12,962
Warrants (a)		1,698,147		—		—		1,698,147
U.S. Government Obligations		—		35,171,234		—		35,171,234

TOTAL INVESTMENTS IN SECURITIES – ASSETS	$	3,127,254,715	$	37,890,562	$	395,922	$	3,165,541,199



		(a)(1)		Not applicable.

		(a)(2)		Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

		(a)(3)		Not applicable.

		(b)		Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.


(Registrant) The Gabelli Asset Fund

By (Signature and Title)* /s/ Bruce N. Alpert
Bruce N. Alpert, Principal Executive Officer

Date 9/6/13